Code of conduct

1. Purpose and Scope

Bonheur ASA with subsidiaries (“BON”) has investments in several companies with a diversity of business activities. The purpose of this procedure is to ensure common commitments on rules, regulations and behavior within the subsidiaries of Bonheur ASA. This includes a common standard for ethics and corruption which is further expanded and regulated in the Code of Conducts for the main subsidiaries.

This overriding procedure shall apply for all subsidiaries within BON and all hired personnel, consultants and other who act on behalf of BON.

Compliance with the procedure results in behavior with honesty, high integrity and respect. This type of behavior creates trust which is elementary for good business cooperation. Trust is earned through long term achievement, behavior and accountability.

Employees who come forward with concerns play an important role in maintaining an ethical workplace and high-performance business.

Even though certain elements of ethics and behaviors are discussed in this procedure it does not remove the need for each person to exercise good judgments when facing ethical situations.

2. Ethics and behavior

Behavior

All types of behavior and actions must be within the law of the country of operation and well within what is described in this procedure. All persons working within BON must be open and honest with superiors in respect to difficult ethical situations. If direct superiors are involved in ethical dilemmas it must be brought to the next level. All persons working for BON shall respect human rights, and under no circumstances take any actions that negatively impact other people’s human rights. BON does not accept any form of discrimination or harassment (e.g. based on such as race, color, religion, sex, age, disability).

No information obtained illegally or unintentionally from business partners shall be distributed or used by BON. The distribution or use of such information might be in breach of competition, civil or criminal laws.

Corruption

All forms of corruption or bribery is strictly prohibited. This includes any type of undue payments made to influence someone conducting their duties, and/or where someone gain undue personal benefits like “kickbacks” from suppliers. Such improper behavior can be cash payments, gifts, travels, accommodations or services.

BON requires and encourages transparency in all transactions undertaken when conducting business. All business transactions shall be backed up by invoices between the parties to secure full transparency with respect to who has authorized- and who is the ultimate receiver of the payment. No agreements shall be made with middlemen/agents in a way that can be interpreted as corruption or facilitating corruption.

Use of intermediaries

Before intermediate companies, like agents and consultants, are contracted it must be ensured that the intermediate companies are involved in bona fide business activities (a formally registered company with substance). Agreements with intermediate companies shall be based on the relevant internal procurement procedures, including written contracts. It is emphasized that all contracts with intermediaries shall include a contract clause stating that any corruptive actions or unethical behavior is prohibited while representing BON.

BON conflict of interest

All persons working for BON must act in the best interest of BON in all business dealings and not give any business partners, being companies or individuals, improper advantages, including relationships that could give rise to an actual or perceived conflict of interest.

No one working for BON shall have part time jobs, board memberships, consultancy tasks or other financial interests which may in any circumstances negatively impact with the business of BON. This will include working or providing services for someone with which one is cooperating with as a representative of BON. Furthermore, it is not acceptable for anyone working for BON to invest considerable amounts in competitors, customers or suppliers of BON. Considerable amount is in this case defined as the level of financial investments that might impact a person’s judgment.

Employees within BON, or any of their closely related, must not receive loans from any of BON’s business partners. This excludes regular loans to employees on market rates from banks or financial institutions.All type of relationships or financial interests that could be in conflict with this procedure shall be preapproved in writing by the employee’s superior.

Confidentiality

All persons working for BON shall be under the duty of confidentiality and shall prevent unauthorized persons’ access to information not reported publically or classified as confidential. There must be a careful consideration of what internal matters and information are to be discussed with unauthorized persons.

The duty of confidentiality continues to apply after termination of the contractual relationship between the individual and BON. The only exception is when disclosure of internal or confidential information is required by law.

Inside information

All persons working for BON must not use or distribute inside information regarding BON or any companies with which BON has business relations (e.g. clients/customers, suppliers, service companies or others). Any transactions of publically listed shares or other financial instruments based on insider information are prohibited by law.

Inside information is defined by law and comprises information not publically know which can affect the share price. For BON examples of inside information can be financial numbers prior to public reporting, investment initiatives, contract details, financing etc.

If in doubt the investor relations responsible (+47 22 34 10 00) in Bonheur ASA shall be contacted for guidance.

3. Intellectual property

All development of new ideas, technology and/or products undertaken by persons working for BON is part of developing BON’s intellectual properties. These intellectual properties are the ownership of BON. The ownership of BON’s intellectual properties must be respected, as well as property rights of others.

4. Gifts and Representation

Gifts are generally inappropriate in business relationships. When gifts are appropriate because of custom or culture, we ensure that the gift does not violate local laws or the business relationship’s code of conduct. Gifts or representation can create improper influence, and some might even be seen as bribes and corruptive behavior.

Participation in various events may be acceptable if there is a clear business reason, but any travel, accommodation and other expenses for the individual participating in events must be paid by BON or the relevant company on which behalf BON acts. This also goes in the reverse direction when representatives of BON invite external individuals to events.

Certain behavior are always unacceptable; like gifts to public officials, gifts in relation to a bidding process, money gifts, improper entertainment (e.g. sexual content or gambling) and all form of corruption and bribery.

Any type of gifts or representation given to external business partners shall be backed up by invoices or receipts. Exceptions to this procedure might be acceptable with preapproval of the Managing Director or in situation where it will be seen as a clear offence to refuse. In such example the gift or behavior shall be reported to the employees’ superior.

All gifts to internal employees within BON shall have a limited value and have to be approved by the employees’ relevant Managing Director.

All internal entertaining and representation in BON have to be approved by the employees’ superior before it takes place.

For both external and internal entertainment the alcohol consumption shall be limited to normal consumption included in a meal. Excessive use of alcohol is not acceptable.

5. Compliance and internal control

When applicable, necessary means will be employed in order to monitor that the code of conduct is being fully complied with by all personnel working for and on behalf of BON.